• | we shall not have concluded that there is a reasonable likelihood that the completion of the Offer and the purchase of any Warrants pursuant to the Offer may cause our Common Shares to be delisted from NASDAQ or be eligible for deregistration under the Exchange Act. |
For a more detailed discussion of these and other conditions to the Offer, please see Section 6.
How do I tender my Warrants?
If you want to tender all or part of your Warrants, you must complete and sign the Letter of Transmittal in accordance with the instructions to the Letter of Transmittal and mail or deliver the Letter of Transmittal, together with any other required documents, including the Warrant certificates, to us at the address shown on the Letter of Transmittal before the Offer expires at 5:00 P.M., Eastern time, on May 20, 2024 (unless the Offer is extended).
We are not making the Offer to, and will not accept any tendered Warrants from, warrantholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to warrantholders in any such jurisdiction.
You may contact us for assistance. Our contact information is set forth on the back cover of this Offer to Purchase. See Section 3 and the Instructions to the Letter of Transmittal.
Once I have tendered Warrants in the Offer, may I withdraw my tendered Warrants?
Yes. You may withdraw any Warrants you have tendered at any time before 5:00 P.M., Eastern time, on Monday, May 20, 2024, or any later Expiration Date if the Offer is extended. If after 5:00 P.M., Eastern time, on May 20, 2024 we have not accepted for payment the Warrants you have tendered to us, you may also withdraw your Warrants at any time thereafter. See Section 4.
How do I withdraw Warrants I previously tendered?
To withdraw Warrants, you must deliver on a timely basis a written notice of withdrawal to us, at the address appearing on the back cover of this Offer to Purchase with the required information. Such notice must be received by us while you still have the right to withdraw the Warrants. Your notice of withdrawal must specify your name and the number of Warrants to be withdrawn. See Section 4.
What does the Board of Directors think of the Offer?
Our Board of Directors has authorized us to make the Offer. However, none of the Company, the members of our Board of Directors or the Dealer Manager makes any recommendation to you as to whether you should tender or refrain from tendering your Warrants. You must make your own decision as to whether to tender your Warrants and, if so, how many Warrants to tender. We recommend that you read carefully the information in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the Offer, before taking any action with respect to the Offer. See Section 2. You should discuss whether to tender your Warrants with your financial or tax advisors. You are urged to obtain current market quotations for the Common Shares before deciding whether to tender your Warrants pursuant to the Offer.
If I decide not to tender, how will the Offer affect my Warrants?
Warrantholders who choose not to tender their Warrants may hold Warrants that, on April 7, 2026, will expire. From the first quarter of 2022 through March 26, 2024 (the last trading day prior to the 1-for-10 reverse stock split discussed in Section 2), the high and low closing sales prices of the Common Shares on NASDAQ were $1.4756 and $0.2914, respectively. These prices have not been adjusted for the 1-for-10 reverse stock split effected on March 27, 2024. From March 27, 2024, the effective date of the reverse stock split, through April 18, 2024, the high and low closing sales prices of the Common Shares on NASDAQ were $3.7800 and $3.4400, respectively. See Sections 2 and 7. As of the date hereof, the exercise price for the Warrants is $55.30 per Warrant. There is no guarantee that the Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless. See Section 2.
What is the recent market price of my Warrants and of the Common Shares underlying my Warrants?
There is no public market for the Warrants. On April 18, 2024, the reported closing price of the Common Shares on the NASDAQ was $3.44 per share. See Section 7. You are urged to obtain current market quotations for the Common Shares before deciding whether to tender your Warrants pursuant to the Offer.
